EMPLOYMENT
      AGREEMENT

     

    This
      Employment
      Agreement (the “Agreement”) is entered into as of the 30th
      day of
      June, 2008, by and between, interCLICK, Inc., a company organized under the
      laws
      of the State of Delaware (the “Company”), and David
      Garrity (the
      “Executive”). 

     

    In
      consideration of the mutual covenants contained herein and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Company and Executive, intending to be legally bound, hereby
      agree as follows: 

     

    1. Employment
      and Duties.
      The
      Company hereby agrees to employ Executive as its Chief Financial Officer (the
      “CFO”), and Executive hereby accepts such employment, on the terms and
      conditions set forth herein. During the Employment Period (as defined below),
      Executive shall serve as CFO and shall report to the Board of Directors of
      the
      Company (the “Board”). Executive shall have those powers and duties customarily
      associated with the position of CFO of entities comparable to the Company and
      such other powers and duties as may be prescribed by the Board. Executive’s
      primary commitment shall be to the performance of his duties for the Company,
      however, Executive is not precluded from participating in activities and
      functions separate and apart from, and which are not inconsistent with, his
      function as CFO of the Company.

     

    2. Term.
      Executive’s employment by the Company shall commence as of the date of this
      Agreement and shall continue until June 30, 2010 unless such employment is
      terminated in accordance with Section 4 below (the “Employment
      Period”).

     

    3. Compensation,
      Benefits and Equity Awards.

     

    (a) Base
      Salary.
      During
      the Employment Period, Executive shall receive an annual base salary of
      $200,000. On an annual basis, the Board will review Executive’s performance and
      determine, in its sole discretion, whether an increase to Executive’s base
      salary is appropriate. Executive’s base salary shall be paid in accordance with
      the Company’s regular payroll practices, including any and all usual and
      customary withholdings. 

     

    (b) Bonus.
      In
      addition to a base salary, Executive shall be eligible to receive an annual
      bonus (pro-rated for partial calendar years during the Employment Period) upon
      the achievement of pre-established performance goals tied to Company revenues
      and earnings, as to be determined by the Board (the “Bonus”). Depending upon
      achievement of the performance goals established by the Board, Executive’s Bonus
      for each calendar year during the Employment Period shall be 50% of Executive’s
      base salary earned during such year. The Bonus is to be paid 50% in cash and
      50%
      in Company stock. Any Bonus earned during a calendar year shall be paid at
      such
      time as the Company customarily pays annual bonuses. 

     

    (c) Expenses.
      The
      Company shall reimburse Executive for all reasonable business expenses upon
      the
      presentation of itemized statements of such expenses in accordance with Company
      policies and procedures as may be in effect from time to time, provided however,
      that Executive shall be reimbursed no later than thirty (30) days after
      presentation of any reasonable expense to the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Vacation.
      During
      the Employment Period, Executive shall be entitled to at least three (3) weeks
      of paid vacation per calendar year to be used and accrued in accordance with
      the
      Company’s policies as may be in effect from time to time. In addition to
      vacation, Executive shall be entitled to the number of sick days, personal
      days
      and national holidays per year as to which other Executives of the Company
      may
      be entitled.

     

    (e) Other
      Benefit Plans.
      During
      the Employment Period, Executive shall be entitled to participate in such
      employee benefit plans and insurance programs offered by the Company, or which
      may be in effect from time to time, in accordance with any eligibility
      requirements for participation therein. Such benefits will include medical,
      dental and vision coverage similar to premium plans offered by United HealthCare
      or Blue Cross Blue Shield. The Company agrees to pay 75% of Executive’s premium
      payments for such coverage.

     

    (f) Equity
      Award.
      No
      later than August 1, 2008, the Executive shall receive options to purchase
      405,000 shares of the Company’s common stock which shall be subject to the terms
      and conditions of the Company’s 2007 Incentive Stock and Award Plan.


     

    4. Termination.
      Executive’s employment by the Company shall terminate under the following
      circumstances:

     

    (a) Death.
      If
      Executive dies, Executive’s employment shall be terminated effective as of the
      end of the calendar month during which Executive died.

     

    (b) Disability.
      In the
      event Executive, by reason of physical or mental incapacity, shall be
      substantially unable to perform his duties hereunder for a period of three
      (3)
      consecutive months, or for a cumulative period of six (6) months within any
      twelve (12) month period (such incapacity deemed to be “Disability”), the
      Company shall have an option, at any time thereafter, to terminate Executive’s
      employment hereunder as a result of such Disability. Such termination will
      be
      effective ten (10) days after the Board gives written notice of such termination
      to Executive, unless Executive shall have returned to the full performance
      of
      his duties prior to the effective date of the notice. Upon such termination,
      Executive shall be entitled to any benefits as to which he and his dependents
      are entitled by law, and except as otherwise expressly provided herein, all
      obligations of the Company hereunder shall cease upon the effectiveness of
      such
      termination other than payment of salary earned through the date of Disability,
      provided that such termination shall not affect or impair any rights Executive
      may have under any policy of long term disability insurance or benefits then
      maintained on his behalf by the Company. Executive’s base salary shall continue
      to be paid during any period of incapacity prior to and including the date
      on
      which Executive’s employment is terminated for Disability.

     

    (c) Cause.
      The
      Company shall have the right to terminate Executive's employment for “Cause.”
For purposes of this Agreement, “Cause” shall mean: 

     

    
      
        
        

      

      
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    (i) the
      willful or continued failure by Executive to substantially perform his duties,
      including, but not limited to, acts of fraud, willful misconduct, gross
      negligence or other act of dishonesty;

     

    (ii) a
      material violation or material breach of this Agreement which is not cured
      within 10 days written notice to Executive;

     

    (iii) misappropriation
      of funds, properties or assets of the Company by Executive or any action which
      has a materially adverse effect on the Company or its business; 

     

    (iv) the
      conviction of, or plea of guilty or no contest to, a felony or any other crime
      involving moral turpitude, fraud, theft, embezzlement or dishonesty; or


     

    (v) abuse
      of
      drugs or alcohol which impairs Executive’s ability to perform his duties as CFO.


     

    (d) Good
      Reason.
      Executive may terminate his employment for “Good Reason.” For purposes of this
      Agreement, “Good Reason” shall mean: (i) a material diminution of Executive’s
      authority or duties with the Company (other than as a result of Executive’s
      incapacity or disability); (ii) a reduction in Executive’s base salary; or (iii)
      if Executive must relocate his principal office more than one hundred (100)
      miles from any office that the Company is then maintaining for Executive as
      Executive’s principal office. Prior to Executive terminating his employment with
      the Company for “Good Reason,” Executive must provide written notice to the
      Company that such “Good Reason” exists and setting forth, in detail, the grounds
      Executive believes constitutes such “Good Reason” (a “Good Reason Notice”). If
      the Company does not cure the grounds upon which Executive believes “Good
      Reason” exists within thirty (30) days after being provided with notice by
      Executive, then Executive’s employment shall be deemed terminated. 

     

    (e) Without
      Cause.
      The
      Company shall have the right to terminate Executive’s employment hereunder at
      any time without cause by providing Executive with written notice of such
      termination, which termination shall take effect ten (10) days after the date
      such notice is provided or, at the sole discretion of the Company, at any time
      prior to the expiration of such ten (10) day period. 

     

    (f) Voluntary
      Resignation.
      Executive shall have the right to terminate his employment hereunder by
      providing the Company with a written notice of resignation. Such notice must
      be
      provided sixty (60) days prior to the date upon which Executive wishes such
      resignation to be effective. Upon receipt of such resignation, the Company
      shall
      have the option to accelerate the resignation to a date prior to the expiration
      of the sixty (60) day period.

     

    5. Payments
      Due Upon Termination.
      In the
      event Executive’s employment is terminated pursuant to Section 4(d) or 4(e)
      above, then the Company shall continue pay to Executive his base salary as
      in
      effect on the date of termination for a period of six (6) months and the Company
      shall reimburse Executive for the costs of obtaining comparable medical benefits
      for six (6) months, unless Executive obtains other employment which provides
      for
      comparable medical benefits as Executive received while employed by the Company.
      In the event Executive’s employment is terminated for any other reason, then
      Executive shall be entitled to receive his base salary though the effective
      date
      of termination and the Company shall reimburse Executive for any reasonable
      expenses previously incurred for which Executive had not been reimbursed prior
      to the termination of employment. Executive acknowledges and agrees that prior
      to receiving any payments which may be due under this Section, and as a material
      condition thereof, Executive shall, if requested by the Company, sign and agree
      to be bound by a general release of claims against the Company related to
      Executive’s employment (and termination of employment) with the Company in such
      form as the Company may deem appropriate. Upon Executive’s termination of
      employment for any reason, upon the request of the Board, he shall resign any
      memberships or positions that he then holds with the Company. 

     

    
      
        
        

      

      
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    6. Restrictive
      Covenants.

     

    (a) Acknowledgments.
      Executive acknowledges that: (i) as a result of Executive’s employment by the
      Company, Executive has obtained and will obtain Confidential Information (as
      defined below); (ii) the Confidential Information has been developed and created
      by the Company at substantial expense and the Confidential Information
      constitutes valuable proprietary assets; (iii) the Company will suffer
      substantial damage and irreparable harm which will be difficult to compute
      if,
      during the Employment Period and thereafter, Executive should enter a
      Competitive Business (as defined below) in violation of the provisions of this
      Agreement; (iv) the nature of the Company’s business is such that it could be
      conducted anywhere in the world and that it is not limited to a geographic
      scope
      or region; (v) the Company will suffer substantial damage which will be
      difficult to compute if, during the term of employment or thereafter, Executive
      should solicit or interfere with the Company’s employees, clients or customers
      or should divulge Confidential Information relating to the business of the
      Company and its affiliates; (vi) the provisions of this Agreement are reasonable
      and necessary for the protection of the business of the Company; (vi) the
      Company would not have hired or continued to employ Executive unless he agreed
      to be bound by the terms hereof; and (vii) the provisions of this Agreement
      will
      not preclude Executive from other gainful employment. “Competitive Business,” as
      used in this Agreement, shall mean any business which directly competes with
      any
      aspect of the Company’s business. “Confidential Information,” as used in this
      Agreement, shall mean any and all confidential and/or proprietary knowledge,
      data, or information of the Company, including, without limitation, any: (A)
      trade secrets, drawings, inventions, methodologies, ideas, processes, formulas,
      source and object codes, data, programs, software source documents, works of
      authorship, know-how, improvements, discoveries, developments, designs and
      techniques, and all other work product of the Company, whether or not patentable
      or registrable under trademark, copyright, patent or similar laws; (B)
      information regarding plans for research, development, new service offerings
      and/or products, marketing, advertising and selling, distribution, business
      plans, business forecasts, budgets and unpublished financial statements,
      licenses, prices and costs, suppliers, customer lists, customers or distribution
      arrangements; (C) any information regarding the skills and compensation of
      employees, suppliers, agents, and/or independent contractors of the Company;
      (D)
      concepts and ideas relating to the development and distribution of content
      in
      any medium or to the current, future and proposed products or services of the
      Company; or (E) any other information, data or the like that is labeled
      confidential or orally disclosed to Executive as confidential.

     

    
      
        
        

      

      
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    (b) Confidentiality.
      In
      consideration of the benefits provided for in this Agreement, Executive agrees
      not to, at any time, either during the Employment Period or thereafter, divulge,
      use, publish or in any other manner reveal, directly or indirectly, to any
      person, firm, corporation or any other form of business organization or
      arrangement and keep in the strictest confidence any Confidential Information,
      except (i) as may be necessary to the performance of Executive’s duties
      hereunder, (ii) with the Company’s express written consent, (iii) to the extent
      that any such information is in or becomes in the public domain other than
      as a
      result of Executive’s breach of any of obligations hereunder, or (iv) where
      required to be disclosed by court order, subpoena or other government process
      and, in such event, Executive shall cooperate with the Company in attempting
      to
      keep such information confidential. Upon the request of the Company, Executive
      agrees to promptly deliver to the Company the originals and all copies, in
      whatever medium, all such Confidential Information.

     

    (c) Non-Compete.
      In
      consideration of the benefits provided for in this Agreement, Executive
      covenants and agrees that during the Employment Period and for a period of
      six
      (6) months following the termination of his employment for whatever reason,
      or
      from the date of entry by a court of competent jurisdiction of a final judgment
      enforcing this covenant, whichever is last to occur (the “Restricted Period”),
      he will not, for himself, or in conjunction with any other person, firm,
      partnership, corporation or other form of business organization or arrangement
      (whether as a shareholder, partner, member, principal, agent, lender, director,
      officer, manager, trustee, representative, employee or consultant), directly
      or
      indirectly, be employed by, provide services to, in any way be affiliated,
      associated or have any interest in, or give advice or consultation to any
      Competitive Business.

     

    (d) Non-Solicitation
      of Employees.
      In
      consideration of the benefits provided for in this Agreement, Executive
      covenants and agrees that during the Restricted Period, Executive shall not,
      without the prior written permission of the Company, directly or indirectly
      solicit, employ or retain, or cause any other person or entity to solicit,
      employ or retain, any person who is employed by or who is providing services
      to
      the Company at the time of Executive’s termination of employment or who was
      providing such services to the Company within the twelve (12) month period
      prior
      to Executive’s termination of employment.

     

    (e) Non-Solicitation
      of Clients and Customers.
      In
      consideration of the benefits provided for in this Agreement, Executive
      covenants and agrees that during the Restricted Period, he will not, for
      himself, or in conjunction with any other person, firm, partnership, corporation
      or other form of business organization or arrangement (whether as a shareholder,
      partner, member, lender, principal, agent, director, officer, manager, trustee,
      representative, employee or consultant), directly or indirectly: (i) solicit
      or
      accept any business that is directly related to the business of the Company,
      from any person or entity who, at the time of, or at any time during the twelve
      (12) months preceding Executive’s termination, was an existing or prospective
      customer or client of the Company; (ii) request or cause any of the Company’s
      customers to cancel or terminate any business relationship with the Company;
      or
      (iii) request or cause any employee of the Company to breach or threaten to
      breach any terms of said employee’s agreements with the Company or to terminate
      his or his employment with the Company.

     

    
      
        
        

      

      
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    (f) Post-Employment
      Property.
      The
      parties agree that any work of authorship, invention, design, discovery,
      development, technique, improvement, source code, hardware, device, data,
      apparatus, practice, process, method or other work product whatever (whether
      patentable or subject to copyright, or not, and hereinafter collectively called
      “discovery”) related to training or marketing methods and techniques that
      Executive, either solely or in collaboration with others, has made or may make,
      discover, invent, develop, perfect, or reduce to practice during the term of
      his
      employment, whether or not during regular business hours and created, conceived
      or prepared on the Company’s premises or otherwise shall be the sole and
      complete property of the Company. More particularly, and without limiting the
      foregoing, Executive agrees that all of the foregoing and any (i) inventions
      (whether patentable or not, and without regard to whether any patent therefor
      is
      ever sought), (ii) marks, names, or logos (whether or not registrable as trade
      or service marks, and without regard to whether registration therefor is ever
      sought), (iii) works of authorship (without regard to whether any claim of
      copyright therein is ever registered), and (iv) trade secrets, ideas, and
      concepts ((i) - (iv) collectively, “Intellectual Property Products”) created,
      conceived, or prepared on the Company’s premises or otherwise, whether or not
      during normal business hours, shall perpetually and throughout the world be
      the
      exclusive property of the Company, as shall all tangible media (including,
      but
      not limited to, papers, computer media of all types, and models) in which such
      Intellectual Property Products shall be recorded or otherwise fixed. Executive
      further agrees promptly to disclose in writing and deliver to the Company all
      Intellectual Property Products created during his engagement by the Company,
      whether or not during normal business hours. Executive agrees that all works
      of
      authorship created by Executive during his engagement by the Company shall
      be
      works made for hire of which the Company is the author and owner of copyright.
      To the extent that any competent decision-making authority should ever determine
      that any work of authorship created by Executive during his engagement by the
      Company is not a work made for hire, Executive hereby assigns all right, title
      and interest in the copyright therein, in perpetuity and throughout the world,
      to the Company. To the extent that this Agreement does not otherwise serve
      to
      grant or otherwise vest in the Company all rights in any Intellectual Property
      Product created by Executive during his engagement by the Company, Executive
      hereby assigns all right, title and interest therein, in perpetuity and
      throughout the world, to the Company. Executive agrees to execute, immediately
      upon the Company’s reasonable request and without charge, any further
      assignments, applications, conveyances or other instruments, at any time after
      execution of this Agreement, whether or not Executive is engaged by the Company
      at the time such request is made, in order to permit the Company, or its
      assigns, to protect, perfect, register, record, maintain, or enhance their
      rights in any Intellectual Property Product; provided, that, the Company shall
      bear the cost of any such assignments, applications or consequences. Upon
      termination of Executive’s employment by the Company for any reason whatsoever,
      and at any earlier time the Company so requests, Executive will immediately
      deliver to the custody of the person designated by the Company all originals
      and
      copies of any documents and other property of the Company in Executive’s
      possession, under Executive’s control or to which he may have
      access.

     

    (g) Non-Disparagement.
      Both
      parties acknowledge and agree not to defame or publicly criticize the services,
      business, integrity, veracity or personal or professional reputation of the
      other, in either a professional or personal manner, at any time during or
      following the Employment Period. With respect to the Company, this shall include
      any officers, directors, partners, executives, employees, representatives or
      agents of the Company, or of the Merged Entity.

     

    
      
        
        

      

      
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    (h) Enforcement.
      Executive acknowledges that any breach of the foregoing covenants and
      restrictions in this Section, would cause irreparable injury to the Company
      for
      which there is no adequate remedy at law. In addition to all of the rights
      and
      remedies as to which the Company may be entitled, the Company shall also be
      entitled to obtain a temporary restraining order and/or a preliminary or
      permanent injunction which would prevent Executive from violating or attempting
      to violate any such provisions. In seeking such an order, any requirement to
      post a bond or other undertaking shall be waived. In any action brought to
      enforce these restrictive covenants, the Company shall be entitled to an award
      of all reasonable costs and fees incurred in bringing such an action, including
      reasonable attorney’s fees. In addition, the Company shall have the right to
      cease making any payments or provide any benefits to Executive under this
      Agreement in the event he breaches or threatens to breach any of the provisions
      hereof.

     

    (i) Blue
      Pencil.
      If, at
      any time, the provisions of this Section 6 shall be determined to be invalid
      or
      unenforceable under any applicable law, by reason of being vague or unreasonable
      as to area, duration or scope of activity, this Agreement shall be considered
      divisible and shall become and be immediately amended to only such area,
      duration and scope of activity as shall be determined to be reasonable and
      enforceable by the court or other tribunal having jurisdiction over the matter
      and Executive and the Company agree that this Agreement, as so amended, shall
      be
      valid and binding as though any invalid or unenforceable provision had not
      been
      included herein.

     

    7. Executive’s
      Representations.
      Executive hereby represents and warrants to the Company that: (i) his execution
      and performance of duties under this Agreement does not and shall not conflict
      with, breach, violate or cause a default under any contract, agreement,
      arrangement, understanding, order, judgment or decree as to which Executive
      is a
      party or by which he is bound; (ii) Executive is not a party to or bound by
      any
      employment agreement, non-compete agreement, confidentiality agreement or any
      similar agreement or arrangement with any other person or entity which effects
      or impacts his ability to be employed by the Company pursuant to the terms
      of
      this Agreement; and (iii) upon the execution and delivery of this Agreement
      by
      the Company, this Agreement shall constitute a valid and binding obligation
      of
      Executive, enforceable in accordance with its terms. In addition, Executive
      acknowledges that the Company has relied on such representations and warranties
      in employing Executive, that he has not entered into, and will not enter into,
      any agreement, either oral or written, in conflict with this Agreement. If
      it is
      determined that Executive is in breach or has breached any of the
      representations set forth herein, the Company shall have the right to
      immediately terminate the Executive’s employment with the company and that such
      termination shall be deemed a termination with Cause. Executive hereby
      acknowledges and represents that he has consulted with independent legal counsel
      regarding his rights and obligations under this Agreement and that he fully
      understands the terms and conditions contained herein.

     

    8. Successors.
      The
      rights and benefits of Executive hereunder shall not be assignable, whether
      by
      voluntary or involuntary assignment or transfer by Executive. This Agreement
      shall be binding upon, and inure to the benefit of, the successors and assigns
      of the Company, and the heirs, executors and administrators of the Executive,
      and shall be assignable by the Company to any entity acquiring substantially
      all
      of the assets of the Company, whether by merger, consolidation, sale of assets
      or similar transactions.

     

    
      
        
        

      

      
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    9. Notice.
      For the
      purposes of this Agreement, notices, demands and all other communications
      provided for in this Agreement shall be in writing and shall be delivered (i)
      personally, (ii) by first class mail, certified, return receipt requested,
      postage prepaid, (iii) by overnight courier, with acknowledged receipt, or
      (iv)
      by facsimile transmission followed by delivery by first class mail or by
      overnight courier, in the manner provided for in this Section, and properly
      addressed as follows:

     

    
      	
              If
                to the Company, to:

            	
              Michael
                Mathews 

              interCLICK,
                Inc. 

              200
                Park Avenue South

              Suite
                908-909

              New
                York, New York 10003

            
	 	 
	
              With
                a copy to:

            	
              Harvey
                J. Kesner or Kenneth J. Rubinstein

              Haynes
                and Boone, LLP

              153
                East 53rd Street, Suite 4900

              New
                York, New York 10022

              Fax:
                212-918-8989

            
	 	 
	
              If
                to Executive to:

            	
              David
                Garrity

              24
                Peck Slip, #5E

              New
                York, New York 10038

            


    

    


    or
      to
      such other address as the Company or Executive may later indicate in
      writing.

     

    10. Governing
      Law and Dispute Resolution.
      This
      Agreement is governed by, and is to be construed and enforced in accordance
      with, the laws of the State of New York, without regard to principles of
      conflicts of laws. If, under such law, any portion of this Agreement is at
      any
      time deemed to be in conflict with any applicable statute, rule, regulation
      or
      ordinance, such portion shall be deemed to be modified or altered to conform
      thereto or, if that is not possible, to be omitted from this Agreement, and
      the
      invalidity of any such portion shall not affect the force, effect and validity
      of the remaining portion hereof. Each party expressly agrees, consents and
      submits to the personal jurisdiction and venue of the American Arbitration
      Association (“AAA”) in New York County, New York for adjudication of any and all
      disputes arising from or related to this Agreement. Such arbitration shall
      be
      conducted in a confidential manner and shall be identified to the AAA as a
      confidential proceeding. Each party waives any and all rights, under law or
      in
      equity, to object or contest the jurisdiction and venue of said tribunal.


     

    
      
        
        

      

      
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    11. Amendment.
      No
      provisions of this Agreement may be amended, modified, or waived unless such
      amendment or modification is agreed to in writing signed by Executive and by
      a
      duly authorized officer of the Company. No waiver by either party hereto at
      any
      time of any breach by the other party hereto of any condition or provision
      of
      this Agreement to be performed by such other party shall be deemed a waiver
      of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time.

     

    12. Entire
      Agreement.
      This
      Agreement sets forth the entire agreement of the parties hereto in respect
      of
      the subject matter contained herein and supersedes any and all prior agreements,
      promises, covenants, arrangements, understandings, communications,
      representations or warranties, whether oral or written, by any officer, employee
      or representative of any party hereto. Any prior agreement by the parties hereto
      with respect to the subject matter of this Agreement is hereby terminated and
      canceled as of the date hereof.

     

    13. Severability.
      The
      covenants of this Agreement shall be construed as covenants independent of
      one
      another and as obligations distinct from any other agreement between the
      parties. Should any provision herein be held to be void or unenforceable, the
      remaining provisions shall remain in full force and effect, to be read and
      construed as if the void or unenforceable provisions were originally
      deleted.

     

    14. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original but all of which together will constitute one and the same
      instrument.

     

    IN
      WITNESS HEREOF,
      the
      parties hereby enter into this Agreement and affix their signatures as of the
      date first above written.

     

    InterCLICK,
      INC. 

     

    By:
      /s/
      Michael
      Mathews                


    Michael
      Mathews

    Chief
      Executive Officer

    


     

    /s/
      David
      Garrity                              


    David
      Garrity

     

     

    9